USCI INC
8-K/A, 1997-11-17
BUSINESS SERVICES, NEC
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                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC  20549

                             FORM 8-K/A

                         AMENDMENT NO. 1 TO
                              FORM 8-K





                           CURRENT REPORT

                  PURSUANT TO SECTION 13 OR 15 (d)
               OF THE SECURITIES EXCHANGE ACT OF 1934





Date of Report: November 12, 1997, as amended November 17, 1997
(Date of earliest event reported): (November 3, 1997)




                             USCI, INC.                             
       (Exact name of registrant as specified in its charter)



Delaware                       0-22282                    13-3702647
(State or other jurisdiction (Commission               (IRS Employer
 of incorporation)            File Number)       Identification No.)



6115-A Jimmy Carter Blvd., Norcross, Georgia                   30071
(Address of principal executive offices)                  (Zip Code)



                           (770) 840-8888                           
         (Registrant's telephone number including area code)


                                                                    
    (Former name or former address if changed since last report)

<PAGE>
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Item 5.  Other Events

The Registrant hereby incorporates by reference the press release issued on
November 3, 1997, which is attached hereto as Exhibit 99.1.

Item 7(c). Exhibits

     Exhibit 99.1   Press release of registrant dated November 3, 1997.





                             SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.


                                     USCI, Inc.
                                     (Registrant)     

                                     By   /s/ Robert J. Kostrinsky
                                        Robert J. Kostrinsky
                                        Executive Vice President

November 17, 1997


                                                            EXHIBIT 99.1

  Contact:  USCI, Inc.                     or     Allen & Caron Inc.
            Basil H. Ford, Vice President         Kent Broussard (investors)
            Corporate Development &               Karl Rinkeviczie (media)
            Investor Relations                    (714) 252-8440
            (770) 613-8235


              USCI, INC. TO RAISE PRIVATE EQUITY FINANCING

NORCROSS, GA (November 3, 1997)  USCI, Inc. (Nasdaq NM: USCM) announced today
that it has retained a major New York investment bank to act as agent with
respect to a proposed private placement of $15 to $25 million of convertible
preferred securities.  USCI plans to utilize the net proceeds generated from
the sale of the private equity primarily to fund the acquisition of additional
subscribers and to replace up to $3.75 million in interim letter of credit
financing being provided by the investment bank.

The securities offered will not be registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration of an applicable exemption from registration requirements.

USCI, through its wholly owned subsidiaries, is a non-facilities based carrier
providing multiple wireless services through mass market distribution
channels.  Its subsidiaries provide cellular, paging and debit cellular
services to mass market consumers under the Ameritel brand name.



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